Code of Conduct

Statement of Policy
It is Ambu’s policy to maintain the highest ethical standards and comply with all applicable laws, rules, regulations and local customary practices. Adherence to this policy will ensure our continued success and maintain the confidence of our customers and the communities in which we live. To ensure compliance with this policy, we have established this code of conduct where to the following general rules apply.

Introduction

What is a Code of Conduct?
A Code of Conduct is a set of principles for desired ethical behaviour. It sets the standards in various areas that all Ambu Employees and board members must adhere to in order to protect Ambu against financial losses and uphold Ambu’s reputation as a company with a high level of integrity and trustworthiness.

To whom does the Code of Conduct apply?
All Ambu Employees, including board members, must adhere to the principles and requirements in this Code of Conduct.

Why does Ambu need a Code of Conduct?
As a global company, Ambu has Employees of many different nationalities, cultures, religious beliefs and political views. This calls for commonly agreed ethical practices and standards.

The Code of Conduct provides guidance on how you should behave in uncomfortable situations and moral dilemmas, which call for support and clarification. It also sets out the framework for discretionary decisions.

The Code of Conduct does not replace personal responsibility or common sense. It sets standards and serves as a tool to help you understand Ambu’s policies. However, situations, which are not covered by this Code of Conduct, do not exempt you from responsibility for your behaviour.

General compliance
Although the Code of Conduct is applicable and enforceable in any country where Ambu performs its activities, you are also subject to the national laws and regulations in your country, and to any laws that may apply specifically to your nationality. Where a local law sets higher standards than those set out in this Code of Conduct, the local law takes precedence.

This Code of Conduct proposes a set of minimum standards. Ambu business units may set stricter standards, as long as these do not conflict with the Code of Conduct.

If in doubt, you should consult your local management and/or Ambu’s legal advisors, about the conduct to adopt.

Basic Employee Rights

Ethics
Ambu’s continued success is dependent on employing the most qualified people. In order to do that, Ambu will ensure that it:

Prohibits the use of compulsory or forced labour in any of its operations

Prohibits the use of child labour in any of its operations as defined by the UK Modern Slavery Act

Works for a safe and healthy work environment and maintains a framework of fair and just remuneration, fair working hours and leave, according to the laws or practices of the countries in which it operates

Respects freedom of association and the right to collective bargaining for Ambu’s Employees, according to the laws or practices of the countries in which it operates

Seeks to support a culture of inclusion and mutual trust, dignity and respect regardless of race, age, religion, political conviction, colour, gender, national origin, sexual orientation, marital status or disability.

Insists on maintaining an environment without any discriminatory treatment of any kind in all phases of employment, including hiring, placement, promotion, transfer, compensation, benefits and training

Uses merit as the sole basis for decisions about all aspects of employment, including recruitment, development and promotion

Does not tolerate sexual harassment or any kind of abuse or harassment whether direct or indirect, physical or psychological, verbal or non-verbal.

Ensures that every Ambu workplace is characterised by mutual trust and respect.

Respect for privacy
Ambu is committed to respecting the individuality of its Employees, including their privacy.

Ambu will therefore:

Acquire or retain your personal data only to the extent that it is necessary for the administration of your employment with Ambu, or that it is required by any regulations or law in the country in question

Make sure that access to personal data is limited to Employees who have appropriate authorisation and a clear business need for that information

The data will be deleted/purged when the processing is no longer required

You should keep in mind that Ambu owns all the email on its own mail server. Ambu is entitled to log your use of the mail system or other electronic footprints in order to ensure proper operation of our systems, check Employees’ compliance with Ambu’s IT security rules, or prevent or detect crimes.

Ambu also expects you to comply with the legislation regarding protection of personal data for our customers, patients, business partners, in addition to following Ambu’s policies on personal data processing.

Documentation and reporting
Any business decision regarding Ambu’s future is based on data, documentation and reports. It is therefore crucial that the reporting and documentation is honest, accurate and complete. Besides being a legal requirement, adequate and trustful reporting is also of crucial importance for Ambu’s stakeholders in general.

Ambu works hard to be a trustworthy company, so all company data must accurately reflect real transactions and events. This applies to all Ambu’s data, not just financial matters.

Therefore Ambu will:

Ensure that every transaction is properly authorised and recorded truthfully and accurately

Ensure that all accounting follows Ambu’s financial guidelines unless local laws prohibit this

Demonstrate financial integrity in submitting or approving expense claims. Items to be charged to expenses are to be paid for by the highest-ranking Employee present

Ensure that all documents are safely retained in such a way as to satisfy both internal and legal requirements

All transactions made by Ambu should be carried out in the best interests of the company and in such a way that nobody can doubt that Ambu is a responsible and sound company.

You must ensure that you enter into transactions only in accordance with Ambu’s rules on delegated authority.

Any Employee, who knowingly makes a false or misleading communication, correspondence or record will be subject to discipline, including possible termination.

Conflict of interest
A conflict of interest occurs when an individual’s obligations and interests as a trusted Employee conflict with his or her private interests. Even the mere appearance of conflict of interest can seriously damage a company’s reputation and ultimately its business. It is crucial for Ambu to conduct business activities in the best interests of the company.

Ambu’s business partners need to know that your conduct is oriented toward the company’s interests and not your own private interests. Whenever you face a potential conflict of interest, you should always discuss it with your manager before taking any further action.

A conflict of interest can take many forms, so it is your responsibility to exercise sound judgment over situations in which conflicts of interest could arise. The sections below set out some common cases, but they do not cover everything.

Investments and Personal Financial Interests
Trading in Ambu shares must be carried out in accordance with the Securities Trading Act or Ambu’s insider trading regulations to prevent that insider information, that has not yet been published about Ambu, is used to obtain an economic advantage.

Employees must avoid personal financial interests that might be in conflict with the interests of Ambu. Such interest may also include obtaining a financial or other beneficial interest in a supplier, customer or competitor of Ambu. This rule, also applies to an Employees spouse and children.

Close relatives and close friends
Recommending a future Employee, for instance by passing on a CV, is encouraged at Ambu. However, you should never try to influence the process further than this.

If you have close relatives or close friends working for a business partner or competitor, this could cause a conflict of interest, because your personal relationship could affect the professional relationship between Ambu and the other company. If you think such a conflict of interest has arisen, or is about to arise, you should discuss the matter with your manager promptly.

Outside employment
Employees may pursue outside employment opportunities. However, any outside employment that interferes with the Employees job responsibilities or a conscientious performance of his/her duties is deemed a conflict of interest and is not permitted. Before taking any outside employment (e.g. as board member or consultancy) with companies in the same line of business as Ambu, you should discuss it with your manager to make sure that no conflict of interest will arise.

Health and safety
Ambu considers Employee safety and health as one of the highest priorities. Certain job activities, products or materials handled by our Employees require strict adherence to safety procedures, rules and regulations. Managers and Supervisors are responsible for ensuring all reasonable safeguards and precautions are taken in the workplace, including ensuring compliance with Ambu’s procedures and guidelines, promoting safe work practices and the use of personal protective equipment. If any Employee has any safety related concerns those concerns should be reported to the local site manager.

Ambu also expects all its Employees to be able to perform their duties productively and safely and without the influence of alcohol or other substances. If you as a manager due to extraordinary circumstances find it appropriate to use alcohol at Ambu premises, this should be approved by HR in your geographical location. Even when approval has been obtained, the Employees are always obliged to consume alcohol responsibly and after work has ended.

Alcohol abuse or abuse of other substances at Ambu will not be tolerated, and Ambu will take appropriate action to ensure compliance with this policy. Anyone using alcohol or other substances in the workplace without in advance having received approval to do so, will be subject to discipline, including termination.

Bribery
Bribery is offering, providing or receiving something of value as an inducement or reward for something improper. We expect our Employees to:

avoid participation in or benefit from any kind of corruption or bribery

never offer, promise, authorise or give anything of value to any public official in any country or a business partner in order to obtain or retain an improper business advantage, including but not limited to facilitation payments

abstain from solicit or accept any form of bribe from any person

Ambu will always record accurately and completely the true nature of its activities with Ambu’s books and records

Gifts, entertainment and hospitality are tokens of gratitude in business and private relations. The culture of gifts differs from country to country, and in some areas to reject a gift may give offence. However, excessive gifts, entertainment and hospitality may be used to seek undue business advantage.

Ambu is aware that in building long-term business relationships, gifts, entertainment and hospitality can play a part, whether it is about giving or receiving. However, these must always stay within reasonable limits. This is to ensure that Ambu retains its reputation as being fully independent of its business partners, and can base its decisions on sound and objective arguments. Not only the value, but also the character of the gift, entertainment, or hospitality can compromise Ambu’s reputation.

Gifts, entertainment and hospitality should always:

Be legal;

Comply with any rules that apply to the third party

Be intended only to build relationship or offer normal courtesy

Be in a related reasonable amount

Hospitality in the form of travel, meals, sightseeing or other expenses may be offered to persons with a professional interest in the relationship only, but not to relatives etc. If hospitality is offered in relation to a congress or other relevant event, the hospitality can never last for a longer period than the duration of the event to which it relates.

Gifts, entertainment and hospitality that are always unacceptable are:

Any gift of cash or a cash equivalent

Any gift or entertainment that is offered for something in return

Any entertainment that is potentially offensive, sexually oriented, discriminatory or otherwise conflicts with Ambu’s values and which might harm Ambu’s reputation

Gifts or entertainment involving parties engaged in a tender or competitive bidding process

Competition including Market division, Price-fixing and Bid-rigging
Ambu is fully committed to compliance with the competition laws, which are designed to promote free and open competition in the marketplace. All Employees must ensure compliance with the Ambu Competition Guidelines, and competition legislation in their geography.

Market division or allocation schemes are illegal agreements in which competitors allocate specific customers, products or territories among themselves. Price-fixing is an agreement among competitors to raise, fix or otherwise manage the price at which their products are sold. It is not necessarily limited to the competitors agreeing to charge the same price. Bid-rigging occurs when competitors effectively raise prices where purchases acquire goods by soliciting competing bids. Essentially agreeing in advance who will submit the winning bid on a contract.

Any Employee who violates competition laws will be terminated. In addition, any Employee, who knows or reasonably should know that competition violation has been or will be committed, and fails to report it to the Compliance Officer will be subject to discipline, including termination.

Intellectual property and business secrets of others
Company and business secrets of Ambu and its contractual business partners must be treated confidential and must not be disclosed to unauthorised persons. Be aware that this obligation continues after employment. In case confidential information has to be disclosed due to a decision of a competent court or administrative authority, Ambu’s legal advisors must assist in determining what disclosure is required.

Money laundering and terrorist financing activities
Money laundering is the process by which individuals or entities conceal illicit funds or make them look legitimate. Money laundering is a serious crime and is regulated by international conventions and national criminal codes. National and international authorities now routinely monitor monetary transactions including bank transfers and currency exchanges.

Ambu will not condone, facilitate or support money laundering. You should look out for irregularities in the way payments are made and be cautious when working with business partners who appear to lack integrity. It is expected of Ambu, that all Employees report suspicious or unusual activity in accordance with the Policy on Anti-money laundering and terrorist financing.

Environmental
Ambu is committed to full compliance with all environmental laws, standards and guidelines in the jurisdictions where it operates. Amy person who has reason to believe that Ambu may be violating any such laws, standards or guidelines shall report immediately to Ambus the Compliance officer.

Business partners
In addition to this Code of Conduct, Ambu has conducted a Code of Conduct for Business Partners, which must be signed by the company’s Business Partners.

Responsibilities and Sanctions
As an Ambu manager you must act as a role model for Employees by adhering to the principles set out in this Code of Conduct. You have a duty to inform, encourage and monitor the people who report to you in relation to the Code of Conduct. You must support Employees who raise questions or concerns in the conduct of their professional activities.

All Employees have a duty to report all violations and/or suspected violations of the Code of Conduct or other potentially unethical behaviour by anyone employed by or working in the name of Ambu including customers, distributors, suppliers, subcontractors etc. to the The Compliance officer, and there will be no retaliation for making any such reports. It is also possible to make use of the Whistleblower Hotline for anonymous reporting.

Employees must report violations or suspected violations without regard to the identity or position of the suspected offender. Reports will be kept strictly confidential.

All Employees must fully co-operate in any investigation of a suspected violation of this Code of Conduct and fully co-operate with any request made by the The Compliance officer.

Any Employee found to have violated this Code of Conduct or engaged in other unlawful or unethical behaviour will be disciplined, including demotion or dismissal. Any Employee who fails to report known or suspected violations of this Code of Conduct or other unlawful or unethical behaviour will also be subject to appropriate disciplinary action.

The safety of Employees is a non-negotiable issue for Ambu. Since no Ambu Employee should endanger himself or herself under any circumstances, violations of the Code of Conduct are acceptable in cases of emergency, when security is at risk.